Resolutions of the Annual General Meeting
The Annual General Meeting of shareholders of TELESCAN AS (hereinafter the Company) was held yesterday, on 26 June 2014, at 10:00 AM at the Company Offices at Metro Plaza (Viru väljak 2, Tallinn, Estonia).
The announcement regarding the Meeting was published on 5th of June 2014 on the webpage of the Company www.telescan.ee and through the information system of the NASDAQ OMX Tallinn Exchange.
On 19th of June 2014, the Management Board submitted a notice of change in the Agenda of the Meeting of the Company that was published through the information system of the NASDAQ OMX Tallinn Stock Exchange on 19th of June 2014 and on the webpage of the Company www.telescan.ee.
The Meeting started at 10:00 AM and ended at 13.00 PM. Four (4) shareholders attended the Meeting representing 75,500 votes, constituting 100% of the share capital. Therefore the Meeting was competent to pass resolutions regarding the items on the agenda of the Meeting.
The following resolutions were passed at the Meeting:
- Approval of the the Company’s 2013 annual report
The Meeting resolved to approve the annual report of the Company for the financial year 30 May 2013 - 31 December 2013.
The number of votes in favor of the resolution was 75,500 representing 100% of the registered participants.
- Increase in the Company’s share capital
The shareholders decided to increase in share capital up to EUR 95,500 by issuing a further 20,000 shares at a premium of 4 Euros per share I.e. at an issue price of 5 Euros per share, in order to broaden the shareholder basis.
The increase of the share capital shall be directed to Flexi-Care OÜ (registry number 12072648)
The shareholders decided to exclude the pre-emptive right of rest of the shareholders of the Company to acquire the shares issued under this resolution.
The contributions into the share capital shall be made by monetary payments to the Company's bank account No 10220219748224 in SEB bank by 31.07.2014 the latest.
After the increase of the share capital the amount of the share capital will be ninety five thousand and five hundred (95,500) euros.
The new shares issued by this decision shall grant to their owners all the rights provided by law and Articles of Association of the Company.
The number of votes in favor of the resolution was 75,500 representing 100% the registered participants.
- Appointment of Auditors
The Meeting resolved to appoint KPMG Baltics OÜ (registry code 10096082) as the auditor to the Company and to remunerate the auditor for auditing the Company’s annual report for the financial year of 2014 in accordance with the agreement signed between the Company and KPMG Baltics OÜ.
The number of votes in favor of the resolution was 75,500 representing 100% the registered participants.
The resolutions were adopted at the Meeting following the procedure for passing of resolutions set forth in laws and in the Articles of Association of the Company.
Michael Chambers
COO
Telescan AS
+44 79 6404 8080
mc@telescan.ee